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Conclusion of co-operation agreement between Rebosis and Ascension and withdrawal of cautionary
REBOSIS PROPERTY FUND LIMITED ASCENSION PROPERTIES LIMITED
(Incorporated in the Republic of South Africa) (Incorporated in the Republic of South Africa)
(Registration number 2010/003468/06) (Registration number 2006/026141/06)
JSE share code: REB ISIN: ZAE000156147 JSE share code for A-linked units: AIA ISIN:
(Approved as a REIT by the JSE) ZAE000161881
JSE share code for B-linked units: AIB ISIN:
(“Rebosis”)
ZAE000161899
(Approved as a REIT by the JSE)
(“Ascension”)
CONCLUSION OF CO-OPERATION AGREEMENT BETWEEN REBOSIS AND ASCENSION, ACQUISITION BY REBOSIS OF ASCENSION PROPERTY MANAGEMENT COMPANY
PROPRIETARY LIMITED AND WITHDRAWAL OF CAUTIONARY BY ASCENSION
1. Introduction
In discussions between them, Ascension and Rebosis have noted:
- market conditions in which smaller market capitalisation REITs, struggling to compete for
capital, are driven to consolidation and corporate activity in order to best serve the interests of
their linked unitholders and tenants; and
- Ascension and Rebosis share an objective of preserving their black management and ownership
credentials in order to continue to be positioned to enhance their offering of office space to
government and other empowerment sensitive tenants on a basis that best advances the interests
of linked unitholders.
In these circumstances, the boards of directors of Ascension and Rebosis are pleased to announce that
Rebosis and Ascension have concluded a written co-operation agreement in terms of which each
reciprocally undertakes to the other a duty of utmost good faith in co-operating to explore a merger of
Rebosis and Ascension in order to enhance their market capitalisation, investor liquidity and prospects
(the “co-operation agreement”).
Ascension and Rebosis linked unitholders are further advised that Rebosis has unconditionally
acquired and taken delivery of all of the issued shares in Ascension Property Management Company
Proprietary Limited (“Ascension Manco”) for an aggregate purchase consideration of R150 million
(the “Ascension Manco acquisition”).
2. Co-operation agreement
As set out above, each of Ascension and Rebosis have undertaken to the other a duty of utmost good
faith in co-operating to explore a merger of Rebosis and Ascension in order to enhance their market
capitalisation, investor liquidity and prospects. Pursuant to the co-operation agreement Ascension and
Rebosis will explore the basis on which Rebosis is to acquire the entire issued linked unit capital of
Ascension, whether by way of schemes of arrangement in terms of section 114 of the Companies Act,
71 of 2008, or any other transaction structure to a similar effect.
In order to avoid prejudicing the discussions between the parties, neither Ascension nor Rebosis shall
dispose of any material assets or enter into any transaction of whatsoever nature which, in substance,
has the same or similar effect, without the prior written consent of the other. In the event of any
contemplated disposal, the party wishing to dispose of any of its assets shall consult the other party
early in the process and shall grant the other party a right of pre-emption to acquire such assets on a
basis that substantially matches the terms and conditions of the contemplated disposal. Such right of
pre-emption shall endure for a reasonable period of time, which shall not be less than four months, so
as to allow the party to whom the right of pre-emption has been granted sufficient time to conduct a
due diligence investigation and to obtain the requisite regulatory and linked unitholder approvals.
The prohibition in disposals and rights of pre-emption undertaken in terms of the co-operation
agreement shall not apply to the retail properties owned by Rebosis which fall outside of Ascension’s
investment strategy.
The co-operation agreement shall remain binding until 30 June 2015, unless otherwise agreed to by
Rebosis and Ascension in writing, so as to ensure an adequate interval for the co-operation
relationship between Rebosis and Ascension to bear fruit.
3. The Ascension Manco acquisition
Rebosis and Ascension linked unitholders are advised that, with the written support of Ascension,
Rebosis has unconditionally acquired and taken delivery of the entire issued share capital of Ascension
Manco, the asset manager of the Ascension property portfolio, for an aggregate purchase price of
R150 million.
4. Categorisation of the co-operation agreement and Ascension Manco acquisition
The co-operation agreement is not regarded as a transaction under the JSE Listings Requirements. In
addition, the Ascension Manco acquisition, being less than 5% of Rebosis’ market capitalisation, is not
regarded as a categorisable transaction under the JSE Listings Requirements.
5. Withdrawal of cautionary
Ascension and Rebosis linked unitholders will be informed as and when the co-operation agreement
between them is implemented. At present, no firm offer has been presented by Rebosis to Ascension,
nor have the parties reached consensus. As a result, caution is no longer required to be exercised by
Ascension linked unitholders when dealing in their Ascension linked units.
3 February 2014
Corporate advisor and sponsor to Rebosis
Sponsor to Ascension
Java Capital
Date: 03/02/2014 01:33:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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